8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 2, 2007

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                               ENDWAVE CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

          000-31635                                      95-4333817
   (Commission File Number)                    (IRS Employer Identification No.)

                                130 Baytech Drive
                               San Jose, CA 95134
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (408) 522-3100

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
          FISCAL YEAR.

     On February 2nd, 2007, Endwave Corporation, (the "Company"), pursuant to
resolutions of its Board of Directors, adopted an amendment to Sections 34 and
36 of Article VII of the Company's Bylaws to expressly permit book-entry shares,
pursuant to newly adopted rules of the Nasdaq Global Market. The Bylaw amendment
became effective immediately upon adoption of such resolutions. A copy of the
Bylaw amendment is filed herewith as Exhibit 3.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

EXHIBIT NO.    DESCRIPTION
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3.1            Amendment to the Bylaws of Endwave Corporation.



                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                            ENDWAVE CORPORATION


Dated: February 05, 2007                    By:  /s/ Brett W. Wallace
                                                 -------------------------------
                                                 Brett W. Wallace
                                                 Executive Vice President and
                                                 Chief Financial Officer

EX-3.1

                                                                     Exhibit 3.1

                 AMENDMENT TO THE BYLAWS OF ENDWAVE CORPORATION

         Article VII (Shares of Stock), Section 34 (Form and Execution of
Certificates) and Section 36 (Transfers) are hereby amended, effective this 2nd
day of February, 2007, to read in their entirety as follows:

         SECTION 34.       FORM AND EXECUTION OF CERTIFICATES. The shares of the
corporation shall be represented by certificates, or shall be uncertificated.
Certificates for the shares of stock, if any, shall be in such form as is
consistent with the Certificate of Incorporation and applicable law. Every
holder of stock represented by certificate in the corporation shall be entitled
to have a certificate signed by or in the name of the corporation by the
Chairman of the Board of Directors, or the President or any Vice President and
by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by such holder in the corporation. Any or
all of the signatures on the certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

         SECTION 36.       TRANSFERS.

                  (a)      Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and, in the case of stock represented by
certificate, upon the surrender of a properly endorsed certificate or
certificates for a like number of shares. (Del. Code Ann., tit. 8, Section 201,
tit. 6, Section 8- 401(1)).

                  (b)      The corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one or more classes
of stock of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the DGCL. (Del. Code Ann., tit. 8, Section 160 (a)).